ITT INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Notice of Annual Meeting &

Proxy Statement

100 Washington Boulevard

6th Floor

Stamford, CT 06902​

DEAR FELLOW

SHAREHOLDER​

TIMOTHY H. POWERS

CHAIRMAN OF THE BOARD

April 8, 2025

Dear Fellow Shareholder,

On behalf of the Board of Directors (the “Board”), thank you for your ongoing partnership and investment in ITT. It continues to be my sincere pleasure to serve as your Chairman of the Board. My fellow Board members and ITT leadership are remarkably proud of how all ITTers across the globe worked together diligently to deliver a strong performance in 2024. The company delivered on its commitments, invested both organically and through M&A, and continued to enhance its already best-in-class governance practices. Below, you will find highlights of the ways ITT’s Board and management team have been working on your behalf this past year.

FISCAL 2024 ACCOMPLISHMENTS

ITT delivered another strong performance in 2024, highlighted by 7% organic revenue growth, 80 basis points of adjusted operating margin expansion, 12% adjusted EPS growth, and over $560 million of cash from operations. With total orders growing 10% for the year, ITT built an ending backlog of $1.6 billion, bolstered by the contributions from our 2024 acquisitions, Svanehøj and kSARIA.

These results drove total shareholder return of approximately 21% and outperformances of the S&P 400 Midcap and S&P Capital Goods indices by 690 and 560 basis points, respectively. Additionally, we eclipsed $11.5 billion in market capitalization. All of this is a reflection of the ITT team’s work and commitment.

STRATEGY, INNOVATION AND CAPITAL DEPLOYMENT

One of the many highlights of 2024 was the step-up in capital deployment, enabled by strong cash generation. In total, we deployed $1.2 billion of capital, equivalent to approximately 2.7 times our free cash flow, including more than $860 million toward M&A to power ITT’s portfolio shift towards higher growth and higher margin businesses. With Svanehøj, the company acquired a global specialist for handling

critical liquids in the marine sector and a leader in the clean energy transition that is part of the Industrial Process (IP) segment. In the Connect and Control Technologies (CCT) segment, the company grew our defense portfolio through the addition of kSARIA, a specialty interconnect solutions provider that complements our existing Cannon business. We also increased our dividend by 10% for the third consecutive year and returned over $200 million of capital to shareholders through dividends and share repurchases in 2024.

On the organic side, we invested over $115 million in research and development activities for ground-breaking innovations across the portfolio. Notably, our embedded motor drive (which was recently released to the market), is being deployed in general industrial, pulp and paper, energy and water applications to regulate power in pumps and other rotating equipment for improved efficiency, helping our customers reduce cost and eliminate excess energy usage. We increased capital expenditures by 15% primarily to support share gains in our Friction business, a leading supplier of brake pads for automotive OE customers. A key highlight is that we completed construction of the new high-performance brake pad facility in Termoli, Italy geared toward the market for luxury and sporting vehicles through a multi-year investment of $55 million. The Board and I visited Termoli in October 2024 to see the outstanding progress made in just one year since the initial announcement about the high-performance investment. It is also worth highlighting that the Friction team secured brake pad platform awards even before construction was completed. The facility began production in early 2025, representing another profitable growth opportunity for ITT.

GOVERNANCE

In October 2024, the Board adopted a CEO retention plan that was based first and foremost on the feedback received from our long-term shareholders who recognized Luca’s strong performance and strategic execution since becoming CEO in 2019 and expressed a strong desire to ensure he is retained to continue pursuing such outperformance in the future. The plan was developed by independent Board members with the support of an external compensation consultant and provides incentives for Luca to remain CEO of ITT through at least 2028. We believe the designed combination of equity awards is the right formula to encourage both his retention and further accelerated performance. The board remains fully aligned to Luca’s vision for the company and his strategy for building the ITT of the future. You can read more about the plan components in the Compensation Discussion and Analysis section of this Proxy Statement.

The Board also made excellent progress in its board refreshment activities over the last year. In 2024, we added three new directors who bring significant manufacturing and engineering leadership experiences that align to the long-term interests of our shareholders and the strategic direction of ITT. The directors who were elected during 2024 are Ms. Sharon Szafranski (Executive Vice President, Welding Segment, Illinois Tool Works), Mr. Christopher O’Shea (Chief Executive

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Officer, Centrica) and Ms. Maggie Chu (Senior Vice President and Chief Human Resources Officer, Littelfuse, Inc.). It is my pleasure to welcome all three of these talented leaders who will ensure the Board continues to provide ITT with effective oversight for today and well into the future. We have also nominated Douglas DelGrosso in this Proxy Statement as a candidate for election at the 2025 Annual Meeting as the Board continues to attract candidates to ITT’s high-performance Board. Douglas is the former President and Chief Executive Officer of automotive seating manufacturer Adient plc.

ONGOING COMMITMENT TO SUSTAINABILITY

In November 2024, we published our latest Sustainability Report, which demonstrated the progress we made towards the environmental goals we set in 2022. This included a 5% reduction in Scope 1 and 2 greenhouse gas emissions as of 2023, putting us roughly halfway towards our 10% emissions reduction target, despite considerably higher production volumes and the impact of acquisitions. Notably, in 2023 we reduced emissions by 20% on an emissions intensity basis compared to 2021, demonstrating more efficient use of power and process optimization. Additionally, we continue to find ways to use cleaner energy in our production processes with new solar installations at 11 sites globally, part of a $25 million commitment towards energy efficiency initiatives we announced in 2023. With the growth in our legacy businesses and our acquisitions, ITT’s revenue from sustainable solutions now represents ~15% of total company revenue. Lastly, as a way to better serve the communities in which we operate, our spend for philanthropic activities increased by 7% vs. prior year and 58% vs. 2021.

You can read more about our commitment to advancing our sustainability initiatives in ITT’s 2024 Sustainability Report, which can be found on our website.

SHAREHOLDER ENGAGEMENT

Finally, this year we continued our extensive shareholder outreach efforts, reaching approximately 70% of shares outstanding in our investor events and meeting with shareholders representing 53% of shares outstanding during our annual fall engagement process. Our conversations covered executive compensation structure, including the CEO retention plan, our recent M&A activities, our corporate governance practices, our progress towards environmental released in 2023 and continued alignment of director skills and expertise with our long-term strategy as part of the Board’s ongoing refreshment process. The feedback we received from these meetings is critical to the Board and the ITT leadership team, and shareholder engagement will continue to be a priority in 2025 and beyond.

We encourage you to review the Proxy Statement and the Annual Report and to vote on the included proposals. Information on how to attend our 2025 Annual Meeting and the business to be conducted is provided in the accompanying Notice of Annual Meeting and Proxy Statement. Please vote in advance—your vote matters.

Thank you again for your continued support and investment in ITT. It’s an honor to serve as Chairman of the Board of Directors of ITT, and together with the rest of the Board and management, we look forward to hearing from ITT’s shareholders in 2025.

Sincerely,

TIMOTHY H. POWERS

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NOTICE OF 2025 ANNUAL

MEETING OF SHAREHOLDERS

MEETING INFORMATION

ITT Inc. (“ITT” OR THE “COMPANY”)

Wednesday, May 21, 2025

9:00 a.m. Eastern Time

Virtually, via live webcast at

www.virtualshareholdermeeting.com/ITT2025

ITEMS OF BUSINESS

To elect the 10 nominees named in the attached Proxy Statement to the Board of Directors.

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To ratify the appointment of Deloitte & Touche LLP as ITT’s independent registered public accounting firm for 2025.

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To conduct a non-binding advisory vote on the compensation of ITT’s named executive officers.

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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WHO CAN VOTE, RECORD DATE

Holders of record of ITT common stock at the close of business on March 25, 2025 are entitled to vote at the 2025 annual meeting of shareholders (“Annual Meeting”) and any adjournment or postponement thereof.

MAILING OR AVAILABILITY DATE

Beginning on or about April 8, 2025, this Notice of 2025 Annual Meeting of Shareholders and the attached Proxy Statement are being mailed or made available, as the case may be, to shareholders of record as of March 25, 2025.

ADMISSION TO THE ANNUAL MEETING

We have determined the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We believe the virtual meeting format affords our shareholders an opportunity for meaningful participation. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions via the Internet.

ABOUT PROXY VOTING

It is important your shares be represented and voted at the Annual Meeting. If you are a registered shareholder, you may vote online atwww.proxyvote.com, by telephone or by mailing a proxy card. You may also vote online during the virtual Annual Meeting. If you hold shares through a bank, broker or other institution, you may vote your shares by any method specified on the voting instruction form they provide. See details under “How do I Vote?” under “Information about the Proxy Statement & Voting.” We encourage you to vote your shares as soon as possible.

By order of the Board of Directors,

LORI B. MARINO

Senior Vice President, Chief Legal Officer,

Chief Compliance Officer & Secretary

April 8, 2025

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